Burning in the Stratosphere
by Steam Powered Crow
Summary: After an out-of-the-ordinary fight with Ember McLain, things begin to change between Danny and the Rock Diva of the Ghost Zone. But as a dark force begins to move, will this change be enough to survive? Rated for Language and some themes. Minor Steam Powered Giraffe crossover.
1. Be Wary of the Sky Sharks

**So, here we are at the start. I hope you enjoy whatever I can wrack out of my brain.**

"talking"

' _thinking_ '

* * *

The final chord blared out of the stage's speakers, drowning out the crowd's roar until it died away. Cries of 'Ember', 'We love you' and indistinguishable white noise washed of ghostly rocker Ember McLain, setting her flaming hair to great heights. How she loved the flow of power those voices carried, the raw emotional energy of love and admiration crashing over her like a wave. Here she was on top of the world, the best rocker in two worlds, untouchable.

Until he showed up, of course.

The squeal of the dying sound system broke her reverie, and she knew just who was responsible, half ghost hero, Danny Phantom.

"OK, Babypop, I know you're here," she called out, her voice carrying over the crowd even without the sound system, "no need to be shy."

"Awe Ember, you're making blush," came the witty retort of Danny as he turned visible, hovering over the back of the stage, "You know I don't like the attention."

"Yeah, you're a regular shrieking violet," Ember shot back, launching a sonic shock wave from her guitar.

Danny dodged, looping around the stage before shooting an ecto bast at Ember. The rock princess jumped away from the blast, flying up into the rafters of the stage.

"Shrieking instead of shrinking, funny," Danny smirked, charging another blast, "Come up that one on your own?"

"I write all my material, Babypop," Ember quipped back, a smile present on her face as she dipped under the salvo shots lobed at her. The crowd below them still cheered but Ember paid them no mind. While the constant flow of power was nice, her focus of solely on her foe.

She had been waiting for him to show up. Trying to conquer the world had become boring without have him to fight. And while some people would claim she had a crush on him, something she vehemently denied, she couldn't say seeing him wasn't an unpleasant event.

* * *

Danny grunted as he took a sonic blast, managing to turn intangible before he hit the stage. Fighting Ember was always hard, and not just because she could get a major boost from a crowd, a crowd served as a distraction for him as much as it did a battery for. She had quite a good number of tricks and attacks up her sleeve and know how to keep him on his toes.

' _If only Tucker had gotten his search program working earlier. I wouldn't be getting my butt kicked.'_ Danny thought as he re-engaged Ember with a shot of icy energy. Tucker's program was a godsend, scouring the internet for ghost attacks. It was the only way he found out about Ember's latest concert, a good one hundred miles away from Amity Park.

"If I didn't know better Ember, I'd say you were trying to avoid me," he said, an ice blast flying from his extended arm, "Holding a concert so far away."

"That was the plan, dipstick," Ember said as she countered the ice blast with an arc of flame. "Ya know, if you keep showing up to my shows, I might start thinking I've got a stalker, Babypop."

"In your dreams," Danny muttered, a heavy weight settling in his chest. Truthfully he'd rather not fight Ember. She seemed like a great person, minus the mind control and take over the world thing. Plus he couldn't denied she looked hot, flame powers not withstanding.

Shaking those thoughts from his head, Danny focused on the task at hand. ' _I have to get her away from her 'adoring fans'. They're giving too much of a boost plus I can't_ _go_ _all out with them around._ _Time to try something new._ '

Danny took off, heading straight towards his inferno-haired foe. Just as Ember let loose a wave of sound, Danny took a sharp turn, turning invisible at the same time. Before Ember could react, Danny returned to visibility with an ecto-charged sucker punch.

The punch sent Ember plummeting down to the stage. In her shock, she didn't have the focus to turn intangible; her impact leaving a small hole in the stage.

Danny was about to ready the Thermos when a fist of flame shot out of the stage. He shot to the side to avoid it, only to be met with a guitar to the face.

"Goin' need to be a bit faster Babypop," Ember taunted, looking at the downed hero, before an ecto-blast struck her from behind. She flipped through the air, before righting herself, turning to face her assailant.

Only to see Danny's smirking face.

Ember's eyes flashed to the where she had knocked Danny down to see… another Danny. The fallen Danny, splayed on his back, gave a cheeky wave before fading away.

"Learned a new trick, huh Babypop?" Ember said, her hair dancing wildly, "Well, how bout we take this to 11?"

Turning a knob on her guitar, she began to strum, her fingers moving faster and faster. As she played, a disk of blue ectoplasmic energy formed in front of her, growing from the size of a dollar coin to the size of a trash can lid.

Danny knew an attack like this would be a big one, and trying to interrupt it could cause the people below to get hurt. He flew up, hoping altitude would help. Ember was hot on his heels, strumming away.

"Hope your ready, Babypop, cus I'm ready to rock!" Ember exclaimed, her fast strumming switching to one drawn out power cord. The blue disk of spectral energy burst out, the shock wave headed straight towards Danny.

Danny knew he couldn't block an attack like that, and dodging it seemed unlikely. So only one option was left.

He inhaled deeply, and let loose his ghostly wail. The green spectral shock wave collided with Ember's blue one a few feet from him. The contact between the two sound attacks produced a horrific, screeching sound, like glass breaking and nails on a chalkboard, only a hundred times louder. The noise resounded through the air, snapping the captive crowd out of their hypnosis and setting of a panicked retreat.

With the crowd fleeing, Ember's power boost began to fade and Danny's wail began to push her power cord back, until the meeting point was directly between the two. The two ghost teens held their attacks, the strain beginning to show.

In an instant, both attacks ceased. For a moment neither ghost moved, simply floating as they began to recover from their respective attacks. And then Danny Phantom dropped like a stone.

Ember saw it in slow motion; his fight just ended and in the first few feet, a white ring formed around his midsection. The ring split, traveling up and down his body, turning him back to his human form. She remained rooted in the air a few seconds longer before shooting off as fast as she could.

But as drained as she was, she would never reach him just by flight. Drawing on the last of her concert boost, she disappeared in a flash of fire, reappearing behind Danny. She grabbed him in a tight embrace, slowing their fall until they reached the stage.

* * *

Danny's last thoughts before his powers began to fade could be summed up in one word, ' _Fuck._ ' He had been working on the wail, hoping to remove the weakness with the attack; it's tendency to leave him completely drained. And his training had reached a point where he could fire off a full powered wail without burning out. When he was at full power. Not after flying at high speed for a hundred miles, firing off several ecto and ice blasts and pulling off the clone fake out.

And so he fell, his eyes finding Ember staring shocked at his falling form. Then she moved, flying towards him as fast as she could. But he could tell it wasn't fast enough. He closed his eyes, the weariness catching up.

Then he felt a burst of heat and a very obvious feminine figure at his back, holding him. Their descent brought them to rest upon the damaged stage, where Ember laid Danny upon the wooden structure.

Finding his voice, Danny looked up at Ember, "Why'd you save me?"

The question seemed to snap something back into place for Ember as she looked anywhere but at Danny. "Dealing you you as a halfa's bad enough. Don't need you going full ghost anytime soon."

"Well, thanks I guess," Danny replied, not sure what was going on with Ember and too tried to think further on it.

An awkward silence developed between the two. While Danny took the lack of hostility to try to regain his strength, Ember stood trying to sort her thoughts.

' _Why did I say_ _that_ _? I sound like even more of a complete bitch than I really am. Did he really think I'd just let someone die? I'm a ghost, not heartless!_ '

Ember's thought and Danny's rest was abruptly ended when a piercing screech echoed through the air. A portal of some kind had opened in the air right where the two sound attacks had pushed against themselves. Danny struggled to his feet, nearly collapsing if Ember hadn't grabbed him in an effort to steady him.

Shooting her a look of thanks, and missing what could have been a faith blush from on her cheeks, Danny watched as the portal, a sickly purple in color, stabilized. Out of the portal flew sharks. Transparent, green sharks with feathered wings on their sides, under the dorsal fin.

"You ever see something like that,"Danny asked as the number of sky sharks grew from a handful to a good dozen and a half.

"Nope," came Ember's stunned reply. Even in the Ghost Zone, this was something completely new. "I mean, look at those wings. They look like they've been superimposed."

The unlikely duo watched as the sharks took a moment to orient themselves, before making a beeline straight for them.

"Just perfect," Ember sighed, "My concert ruined, all the extra power I got was wasted fighting you and now fucking Sky Sharks. How could this get any better?"

As if to spite her Danny tried to go ghost, only for the ring to sputter out before it even moved. "You just had to ask."

"You rocking any of your folks tech?" Ember asked, only to see Danny shake his head, "Great. Just stand back Babypop. These party crashers got a real world of hurt coming."

With that Ember took off, launching a sonic blast at the cartilaginous swarm. It slowed some but the rest kept coming.

Gnashing her teeth, Ember switched it up, shooting a blast of flame. That had a greater effect, as the shark it hit flailed wildly, a terrible squealing released from its maw.

With a manic grin, Ember fired several more flame blasts. They all scored a hit, but before sane could take aim at the remaining sharks, one lunged at her, it's teeth ready to tear into her flesh.

Ember dodged, though it was a near miss, her strength drained from the earlier fight. It wasn't long before the whole school began to take bites at her.

Danny could only watch as Ember was surrounded by the school, only narrowly avoiding their bites. He clenched his fists, reaching as deep as he could to find any scrap of power. And then he felt something; a shift in his very core. A spark of vibrant blue covered his body as he went ghost. For a moment he looked at himself. Everything was as it should have been but a lingering blueish glow covered him.

A shriek above him drew his gaze up to the swarm, as Ember narrowly dodged an ecto beam from one of the sharks eyes. And another was about to fire right behind her.

Like a shot, Danny took off, flying as fats as he could. He charged up an ecto blast, not caring that it was now blue in place of the normal green, and shot it straight at the shark about to hit Ember. He shot found its mark, sending the shark flying away.

As Danny took a position back to back with Ember she shot a look at him. "Babypop, what's with the glow?"

"I have no idea, but I'm not about to complain about it." Danny returned her gaze, "Ready for some fly fishing?"

With a short laugh, Ember tightened her grip on her guitar, "You know it, Babypop!"

The sharks descended upon them, teeth and eyes ready to draw blood. With a flurry of blue fire and ecto blasts, Danny and Ember fended them off. While their blasts did seem to hurt the flying menace, they kept coming.

As Danny and Ember fought the swarm, their dwindling energy caused them to slowly decent until their feet were once more upon the ground. Without needed to fly, they poured their all into there attacks, driving the sky sharks further up into the sky, where they began to circle.

Both teens were breathing heavily, all but spent. Danny caught sight of Ember's ponytail, smaller than he'd remembered ever seeing it. An idea began to form. If it worked, they might be able to pull of a win. If it didn't, well at least he would have one last good memory before the end.

"Ember, you get stronger when people chant your name and like your music right?" Danny asked as the swarm began to regain cohesion.

"Yeah, they love me, I get that energy," Ember replied, but unless you can whip a crowd out of your ass then I don't see your poin.."

She was cut off by Danny turning her to face him and his lips crashing into hers. For a second she was too stunned to think. Danny Phantom, her enemy, was kissing her. And then she felt it.

A rush of emotions flowed out of Danny and into her. A lot of them went right through her, her powers unable to grasp them. Then Danny's feelings towards her hit. His enjoyment of her music (minus the mind control bits), the fun of their traded barbs, his appreciation of her looks, all of that plus bits she couldn't catch flooder her mind.

' _So much, how can one guy give me so much power._ '

Her hair lit up like a bonfire, reaching twenty feet high before coiling around the two like a cocoon. Inside there was only them, Ember drowning in an overload of emotional energy and Danny doing everything he could to give her that power.

He screech of the sky sharks drew Ember's attention outside the cocoon. With an angry thought she willed her hair to flare out. As the sharks descended, the flaming cocoon burst outwards, catching every shark in its azure path.

With harsh cries, the sky sharks flailed around, their forms burning up, until they were no more.

With the threat gone, and a terrible need to breathe, the pair broke off the kiss. Danny expected to get slapped, if it hit with a full on ecto blast. He only thing he did get was a still somewhat dazed Ember, her hair still burning bright and tall.

"Ember," Danny said cautiously, only then realizing he still held her, "you OK?"

"Better than OK, Babypop." came her reply, her voice far away.

Before Danny could respond, his second wild failed him. He went back to his human form and his legs nearly gave out from exhaustion.

Ember's arms snaked around him, keeping upright and giving his front the same pleasure his back had enjoyed earlier. "I've got you Danny," Ember said softly, before a whirlwind of flames carried them away.

The pair materialized inside Danny's room, back in Amity. Once he knew where they were he began to panic. "Ember, you can't be here. My parents.."

"Shush," Ember whispered, "I'll be gone in a sec." With that she helped Danny onto his bed. "See you around Babypop." And she was gone.

Danny just stared at where she had been a moment before. ' _What the hell did I do to her? Was my kiss that bad? That can't be it, her hair was more alive than I've ever seen it. Or was it too good? Did I just break Ember?_ '

With his body way to tried to keep thinking about the mystery of Ember McLain, Danny shot a text to Tucker and Sam so they knew he was home and safe, before his head hit his pillow. He could think about ghost girls and weird, random power-ups tomorrow.

* * *

A figure in a white long coat and hat stepped onto the ruined stage where a scant few minutes ago, a set of teenage ghosts fended of a school of sky sharks. Glancing down at the devices mounted to his left glove a sigh could be heard from under his solid white face mask.

' _So it begins._ '

* * *

 **Hope you enjoyed. See you next time.**


	2. A way into your Heart

**OK, here we are with chapter two. Thanks for the follows, favs and reviews. And I own nothing.**

"Taking"

' _Thinking_ '

* * *

Through the swirling green skies of the Ghost Zone, Ember McLain soared. Her mind burned and her heart pounded as the energy Danny gave her settled within her. She had never had so much power flow into her, not even at her largest concert. And this power was from one person. And given freely.

As her flight around the Ghost Zone burned away the excess power, she began to grasp the severity of the situation. ' _I kissed Babypop. He's my enemy, he keeps ruining my concerts and plans and, and…_ '

' _It feels like a piece of me's been found I didn't even know was missing._ '

With undignified 'plop' she sat upon one of the many floating rocks and began to play her guitar. She always played it when trying to think. No specific songs, just random cords, whatever sounded good to her ear. And she did have a lot to think about.

She had woken up feeling normal, ready to rock and rule. And while the 'rock' part remained, the 'rule' part was fading fast. As if such a thing was not needed anymore.

' _One kiss and I'm all messed up. I'm Fuckin' Ember McLain, not some silly girl. Not like before…_ '

Memories of a past she wished she could forget flashed before her: an unpopular girl with grand dreams of stardom, a cute boy who had been _nice_ to her, an invitation to the movies, the cold snow and waiting, the exhaustion and the scent of smoke.

Tears fell as the last months of her human life played before her. ' _Why does it still hurt? I wrote my song to own this, so why?_ '

Shaking her head of these thoughts, she began to float from the rock.

"It's all that dipstick's fault. Him and his stupid emotions. I need a something to wash it away."

Nodding once her plan was set, she took of towards the Portal. San Diego was a far way from Amity Park, but the distance would be good for burning Danny Phantom's power boost off.

* * *

The night was still young when Ember landed in San Diego. A fair number of people milled around the park she found herself in. Guitar in hand, she played a few notes to worm up, laced with a little hypnotic charm to rope in a crowd.

Once enough of a crowd formed, Ember began to play in earnest. Nothing fancy, she only wanted a small taste to wash out the flavor of hero that plagued her. Her mind hadn't calmed down on her flight and one question had worked its way to the front: Why had she been so nice to the dipstick after his little stunt? Why had she brought him home and all but fucking tucked him in?

' _I just need enough juice to get my head on straight,_ ' she thought as she readied herself to take in the claps and whoops her audience was sending her way.

Once the energy the crowd had whipped up passed into her, however, she cut of the flow abruptly. Only years of practice allowed to her to remain playing as she flinched away from the completely awful feeling energy the crowd was throwing at her.

' _What the hell? I've never felt anything that rank._ ' She reached out again to the crowd only to once again recoil. ' _OK, first dipstick makes me feel all happy and content and shit, and now I can't power up anymore! Ugh, I'm going to, to.._ '

Whatever she was going to do to the teen hero was never thought out as another idea took its place.

' _Babypop gave me his emotions. What if?_ '

Ember ended her bewitchment of the crowd, never skipping a beat. She waited until some in the crowd began to leave before she kicked up her playing to an another level. The upgrade did its job, the crowd stayed to listen, solely on the merit of her skill.

As she reached the height of a crescendo, she reached out to the field of emotional energy again, and cautiously took some in.

If the hypnotic forced attention was a rancid stew, then the freely given praise was a favorite treat after a hard day. As the power worked its way into Ember, she couldn't help but to compare it to the influx she had received earlier from her concert goers.

Where that had been a bonfire, burning hot and fast, hard to hold on to, this was a warm beach, a constant beaming down of the sun. Less instant power, but easier to retain for later. She wondered how she'd react to a large crowd, how much power she could fully hold without burning it there and then.

Of course, both paled to what Danny had given her. What crowds and fans gave her in quantity, Danny had given in quality.

* * *

As Ember continued to play, her mind wandered, not even caring for the energy her new fans could provide. ' _What am I going to do now? I could keep doing concerts. No mind control, no world domination…, no Babypop._ ' A ripple of sadness moved through her at that idea. ' _I mean when he's not trying to shove me in that stupid thermos, he's kind of cute._ '

She shook her head, a small smile forming on her face. ' _Look at me, I go good guy and I'm getting all mushy and goo-goo eyed. Kitty'd have a field day teasing me._ '

She could almost hear her best friend's squeals of joy at the idea of her and Danny being together. And she couldn't say she didn't disagree with her friend. Getting her ass handed to her and thrown back into the Ghost Zone aside, she did enjoy when Danny showed up. Even if it was fighting, there was an element of fun, the witty banter, the rush of air as they flew higher and higher, the passion between two strong wills clashing.

She made up her mind. ' _Watch out Babypop, I'm coming for you!_ '

* * *

 _Danny found himself moving through unfamiliar corridors. He had no control over his body, he just kept moving. He could hear himself breathe, his breath fogging the enclosed helmet he wore._

 _He passed several people, some who nodded at him, others giving salutes. If they spoke, Danny could not make out what they said. Only his breathing reached his ears._

 _His trek ended in a large room, stark white and filled with various machines. In the center was some sort of pod. He drew near the pod, reaching to open the door at its rear, when it opened. Inside was… him. Or a copy of whoever he was._

 _The copy was glowing with sickly purple light, the suit it wore was ripped and tattered exposing patches of gray skin. The helmet remained, though the glass was badly cracked, allowing one eye to been seen, glowing with the same purple glow as its body._

 _The figure's unearthly grow grew in radiance and he lunged at Danny. Danny couldn't move, he only stood on the spot as the figure grabbed him by the throat and…_

 **BEEP BEEP BEEP**

Danny shot out of bed and became acquainted with his bedroom floor. Groaning he pulled himself up and contemplated blasting his alarm. Taking the less destructive route, he turned it off before going about his morning routine, trying to make sense of that dream he had.

Already fading as most dreams do, Danny wracked his brain to recall whatever he could. Only the image of the purple glowing figure and a pod of some kind came to mind. ' _It was only a dream, no point in worrying about it,_ ' Danny thought as he made his way into the shower.

As the near scalding water cascaded over him, the heat pulled his mind back to the night prior and his battle with Ember and those Sky Sharks. The kiss he gave, no shared, with Ember in particular.

Thinking about the kiss sped his heart. While he didn't know much about the ghostly rock star, he did feel something for her. He liked her music and thought she really didn't need the mind control to make it big. Plus he would be lying if he said she didn't look, well, hot.

' _Maybe she won't want to fight anymore,_ ' he mused rinsing shampoo out of his hair, ' _She didn't blast me last night. Hell, she brought me home. That means something, right?_ '

Danny really didn't know how to deal with something like this. The only relationship he had been in wasn't even real, being used by an angry girl to be back at her boyfriend. Them being ghosts was only the icing on the cake.

' _Well, now I can add something new to the list of things I have to worry about,_ ' he mused as he dried off, ' _Question is: do I put it with 'dealing with ghosts' or 'normal teen shit?'_ '

Heading down to get some breakfast, Danny could hear his parents talking animatedly in the kitchen. ' _I hope they didn't leave any tech on the table, again._ '

Thankfully the kitchen table was devoid of ghost hunting tech, and was instead covered in note, both in his mother's even hand and his father's hasty scrawl. The ghost hunting parents themselves were seated across from the other, apparently bouncing ideas off each other.

"The energy potential is nearly endless, Jack," Maddie Fenton said as she quickly penciled in some figures the nearly filled page in front of her, " all we need is to produce an effective stabilizer."

"No worries, Maddie," Jack Fenton replied through a mouthful of toast, crumbs falling on his own papers, "I've almost got it worked out."

"Got what worked out," Danny asked as he sat at relatively uncovered part of the table with a bowl of cereal.

"Ah, Danny," Jack exclaimed, scooping up some of the papers before him and shoving them towards Danny, "This. Last night when your mother and I were performing maintenance on the Ghost Portal, a solid chunk of ecto energy came out of it."

Danny raised an eyebrow. "Aren't ghost already solid? I mean they keep wrecking the town."

"Yes," Maddie interjected, "Ghosts can be solid, but this was solidified ecto energy. Every test we've ever ran cane to the conclusion that ecto energy can only be shaped into a solid, like out anti-ghost shield, by other energies. This was solid on its own."

"So it's a big deal then," Danny said, liking that this conversion was not going down the 'rip all ghosts apart molecule by molecule' route.

"The biggest," Jack shouted, unable to contain his excitement, "That little chunk of green matter had at least enough juice to power the Anti-Ghost shield for a month. And it was only this big." He held up his hand, leaving a small space about the size of a marble between his index finger and thumb.

"Had," Danny asked as he abandoned his short attempt at deciphering his father's notes, finding them too complex and far too illegible.

Jack looked a bit sheepish as Maddie explained, "We attempted to employ it as a power source once we discovered it had immense energy potential and your father tried using the Ecto-Converter MkII to extract it. It overloaded it. If that chunk had been a little bigger it might have overcome the fail-safes and gone critical."

Danny suppressed a gulp, not wanting to think about his parents dying, not after what might have happened the last time such an event transpired. "Just be careful OK, mom, dad?"

"Of course, dear," Maddie said, carefully stacking her collection of notes, "have a good day at school." With a kiss to the forehead, she departed for the lab.

"Bye son," Jack said following his wife, losing a few papers from his messy pile.

"Right, school," Danny sighed, "Is it bad I want a ghost attack now? And that I'm talking to myself?"

* * *

Just like her friend, Sam Manson was making her way to school, a frown upon her face. Guilt gnawed her as she looked at her phone, Danny's simple message of ' _home. c u tomorrow_ ' displayed. Such a terse message gave her the impression that he had been pushed to his limits by the long flight and, what she presumed, fight with Ember.

' _This is going to happen more, isn't it,_ ' she contemplated, ' _The ghosts know if they attack Amity they'll have to deal with Danny, so how many will start to just quietly get through the town and start making mischief somewhere else._ '

Distracted by thoughts of being unable to help her friend in his ghost fighting endeavors, she failed to notice someone step out of a side street and the inevitable happened.

She ran straight into him.

Sam stumbled from the collision, spared from getting a closer look of the pavement by a quick hand on her wrist.

"Sorry about that," a strong western accented voice reached Sam's ears as it's owner pulled her upright, "wasn't paying attention to where I was going."

Sam shook her head. "No, its my bad," she said, taking in her impactee. He was about her age, with tanned skin, short dark hair and head taller than her. He was dressed in black slacks, a tucked in white button shirt, a black vest, and cowboy boots. He also had a bag slung over his shoulder.

"How about we call it square and start over," he said with a smile, extending his hand, "Rex Marksley, pleasure to make your acquittance."

Sam smiled back politely and shook his hand, "Sam Manson."

"Well, Ms Manson, I hate to be a bother, but I've found myself turned around. Any chance you could point me towards the school," Rex said, adjusting the his bag.

Sam blushed at his way of addressing her, "Just Sam's OK. And the schools about three blocks away after the left up ahead." Adjusting her own backpack, she added, "We've only got a few minutes til first bell so better hurry."

Rex gave an 'after you' motion and followed Sam towards Casper High. "So," Sam piped up as the school came into view as they rounded the corner, "You from out of town?"

Rex laughed. "What gave it away, my lack of direction or my accent? Yeah, we just moseyed on in a few days ago."

He shot Sam a lopsided grin, "So are all the ghost stories I've heard about this town true? I'd rather hear it from a local than some tourist booklet."

"Yeah they're true,"Sam said with a sigh.

"It don't sound like you're much of a fan," Rex said pointedly.

"The novelty wears off pretty quick,"Sam replied, hoping he'd take the hint a drop the ghost thing.

Whether Rex was going to continue the line of ghost questions would be left unknown as Tucker waved Sam down as they approached the front of the school.

"Hey Sam," the techno geek said, before he looked at Rex, "Whose the new guy?"

Without skipping a beat Rex replied, hand extended, "Rex Marksley."

"Tucker," he replied, shifting his PDA to shake hands. "Where'd you find the cowboy, Sam?"

Before Sam could scold Tucker, Rex laughed, "Oh, I came in on the last tumbleweed from El Paso. Lost my hat though. Nice PDA, by the way. Much prefer the classics though." To prove his point, he drew a silver pocket watch from his pocket. Before either teen could respond a bell chimed from the school building.

"Well looks like that's the bell," Rex said as he made his way up the front stairs, "Gotta sign in and get settled. Pleasure meeting you. See y'all around."

As Rex disappeared into the building, Danny rounded the corner. Seeing his friends a bit gobsmacked, he asked, "What's up guys? I miss something?"

* * *

Sam and Tucker filled Danny in on their encounter with the new cowboy student while he filled them in on his fight with Ember. Well, he gave them most of the fight. ' _I don't need them to freak out about the kiss. Besides, it's kind of personal._ '

"Just when you think you've heard it all, Sky Sharks," Tucker exclaimed, "you didn't get any of it on video did you?"

"No, I don't think Ember splurged for a concert DVD," Danny said, while thinking ' _Thank Clockwork for that._ '

"Tucker, be serious for a minute," Sam remanded him, "Danny could have been really hurt taking on that many opponents, especially after flying out there. And I can't believe I'm saying this, but thank god that Ember had his back."

"Never thought I'd hear you say something like that Sam," Danny joked, "What's next, Skulker in a tutu?"

"If that happens, I'll make sure to hack the cameras to get the video," Tucker supplied.

Seeing Sam's disapproving glare, Danny moved to placate. "Calm down Sam, we're only joking. I'm fine. A little more tired than normal, but fine."

Sam sighed. "I know you're OK, but I don't like how we couldn't be there to help. If the ghosts start to branch away form the town, you're the only one who can get there to stop them and I hate feeling powerless like that."

Placing a comforting hand on her shoulder, Danny said softly, You don't know how much I appreciate what you guys have done for me. Helping me get a handle of my powers, being right on the front lines with me, even when I screw up. We'll figure some out. Maybe I can trick Dad into building a Fenton Hover board or something."

Sam smiled at his words, her guilt and fears abating. ' _Even if I have to bike my way to every ghost battle, I'll fight along side you, Danny._ '

* * *

The school day went by really slowly, if safely, for Danny. No ghost made their presences known, the teachers didn't throw anything his way he couldn't at lease halfway answer, Dash didn't try to shove him into a locker or anything.

' _Man, I forgot how boring school could be. I didn't even get to meet that Rex guy Sam and Tucker met._ ' He had seen the tall guy he assumed was the new guy in school, but never got the chance to talk.

The tedium of the day was broken when a sliver of cold air escaped from his mouth. "About time someone showed up," he mumbled turning to Tucker and Sam. "Time to work."

"Right behind you," Sam said, Fenton Wrist Rays snapping into place, as Tucker did his thing, shutting down the schools camera system, just in case.

Ducking into an empty classroom, Danny put on his game face, "Going Ghost!" A flash of white later, Danny Phantom flew from the room, invisible, to search for the ghostly visitor.

As he reached the roof he returned to visibility, "Well ain't this just great. Got all dress up for guests and they decide to bail."

"Aw, Babypop, you didn't need to get all dressed up for me," came Ember's teasing voice as she turned visible a few feet behind Danny.

Danny turned, and his eyes widened. Ember's hair was dancing about wildly. Not as crazy as it had been during their kiss, but more than he'd seen it without an active crowd powering it.

"Like my new do? I'm trying something new and so far it agrees with me."

Danny, not wanting to try taking on Ember in her current state, went for the diplomatic approach, "Look Ember, I don't really want to fight..."

"I ain't looking for one either, dipstick, just want to talk," Ember interrupted floating closer.

Danny relaxed his posture a bit as Ember drew near. Once she got in arms reach, the small smile she wore turned devious as her hand latched onto Danny's arms. A second later, the two vanished in a whirl of flame, right in time for Tucker and Sam to see.

"Danny," was all he heard of Sam's cry before he found himself on a rooftop clear on the side of town.

Eyes glowing, he shouted at Ember, "What's the idea? I though you wanted to talk?"

"I do, I just don't want you sidekicks to butt in. This is between you and me Babypop," Ember shot back before she smirked, "Besides, we're still in Amity. I could have warped us back to the Ghost Zone if I wanted."

Danny took a calming breath. "OK Ember, what did you want to talk about?"

* * *

From an empty classroom, Rex watched a projection of Danny and Ember vanished in a wave of flame, played from his pocket watch. Ending the projection, he brought the watch to his face.

"W.I.N.K, try to lock back on to them and forward the coordinates to me."

"Affirmative, Master Marksley," came a robotic voice form the watch.

Rex turned a knob near the top of the watch and a flash of blue light filled the room. In its passing, Rex was dressed in a white coat, hat and mask. On his hip rested a holster with a revolver resting within.

"Sir," came W.I.N.K's voice from the watch, now fastened to his left wrist among other bits of tech, "I have their location. A building on the other side of town."

"Good work. Let's get going."

* * *

 **And, done. Man I really like ending on cliffhangers don't I? Throw some reviews if you're so inclined. Thanks for reading.**


	3. It's Kinda Like Being In Love

**OK chapter 3 here. Thanks again for the views and reviews.**

"Speaking"

' _Thinking_ '

* * *

"It's like this, Babypop," Ember began, "I'm getting out of the world domination biz."

"OK," Danny said slowly, as if something about the world now no longer made sense, "You're giving up playing?"

"What makes you think I'm giving up being a rock star," Ember smirked, amused at Danny's confused face, "I'm just not doing the brainwashing gig."

"What about your hair," Danny said as he gestured to her ablaze mane, "It only does that when you're getting extra power."

"Turns out that I can get more juice from a crowd without forcing them to like me," Ember said, before continuing in a more seductive tone, "Something you taught me, Danny."

She began to close the distance between them as Danny flushed in embarrassment. "Well, uh," he stuttered out, not used to seeing Ember, or anyone really, act like this towards him, "I mean, I had to do something and I thought..."

Whatever he thought was silenced by a gloved finger to his lips, Ember now inches from him, green eyes boring into green. "So, Mr. Hero, how long have you have feelings for little old me," Ember asked with a devilish wink.

As if having Ember mere inches from him, and not trying to end him, wasn't enough to throw him off his game, her question sent his mind into a death spiral of teenage hormones. When did he start feeling something for the rock star ghost besides hate for her actions?

Was it when he randomly heard her song when fiddling with the radio and actually listening to it, prompting him to find a copy of her album? Or perhaps it her pirate outfit that stared in some of his more, detailed, dreams? Or were her actions when not fighting him, when she fought along side him against Pariah Dark and the whole Christmas fiasco with the Ghost Writer, that were the root of his feelings.

In truth all those things had an effect, so no real answer could be given to Ember's query. Thankfully, Ember seemed to catch on to his lack of brain activity, or didn't care so much for an answer, as she pulled back from him, but just barely.

"You gonna stay with me Babypop, or do I have to get creative with some CPR?" Ember's tease was the reboot Danny needed as he sputtered a bit, his cheeks growing even more red. "Ember," he managed to squeak out, "what do you want here?"

"I was thinking an encore performance," Ember said, and she went in for a kiss.

Ghostly lips met for a second time and as Danny relaxed from the initial shock, he began to return it, feeling a sort of contentment fall over him. He had been too busy mustering his feelings and throwing them though his lips to feel what the kiss felt like. And with no life threatening monsters he was content to relax into this feeling.

For Ember, the kiss was paradoxically both worse and better than before. Worse because the power she could gain from it was less than before. There was still a fair amount of power, but less than that first, panic driven make-out.

And yet this kiss was far superior. The out-pour of emotions seemed more pure, a bit more refined. A comforting warmth filled her, one she had longed to feel for... far too long. Her arms closed around Danny's body, eliminating what distance existed between them.

Danny's arms were not idle either as they moved to return the gesture. One on her exposed back, the other drawn to her flaming locks, like a moth to the flame. The blazing strands of azure were not as hot as the looked, an invigorating warmth bathed his fingers as they moved through the blue glow.

Soon, however, the need to breathe overtook their passions. Their lips separated, lungs heaving to make up the lost oxygen, and arms still held them flush against each other.

Despite being the recipient of the surprise kiss, Danny was the first to recover. "Ember," he said softly, fingers still threading through her hair, "what does this make us?" Hope painted his eyes, and Ember couldn't help but find it cute, not that she would ever say it out loud.

"Well Babypop I guess we're dating now," she said, adding on in a teasing tone, "Got a problem with that?"

Danny shook his head vigorously, not wanting to screw this up. "Nope, no problem at all."

"Good," Ember replied before somewhat reluctantly breaking contact with Danny, he had a refreshing cool feel to him, "Saturday good for you?"

Danny tilted his head in confusion, missing the warmth of her body, "What about Saturday?"

Ember laughed at his clueless expression. "You're such a dipstick, Babypop. Our date. Saturday work for you?"

Blushing over his utter cluelessness, Danny stuttered out, "Yeah, Saturday's great. For our date, I mean. Um, where are we going?"

"That's a secret," she said with a smile, "Just be ready around 4."

"4. Got it," Danny replied, smiling back at her, "Anything else I need to..."

Ember suddenly pulled away from Danny, her face scrunched in concentration. Before Danny could even react, a flash of flame formed in her hands, dying down to reveal her guitar. She turned to her right, and looked out over the edge of the building.

"Drop the invisibility," she snarled, "I can hear you!"

In the air about twenty feet from the building and another ten feet above, a pair of beings flickered into being, their visibility returning in a fluttering wave not like a ghost's near instant shift. The larger of the two was a large sphere-like machine, about the size of a small car. It's front was dominated by a large lens, with an aperture serving as an eyelid. Two wing like structures was extended from its sides and several arm-like projections extended from it's lower half.

Atop the floating sphere, on some sort of platform was a man. He was wearing black slacks, a white double breasted shirt and a long white coat. His face was covered by a solid white mask and a white cowboy hat sat on his head. A pair of white gloved hands, the left adorned with copper doodads, were held up in a non treating gesture.

"Whoa, there," the figure said, his voice coming out oddly echoed with a slight south western accent, "We come in peace."

"Oh yeah, sure," Danny said, standing beside Ember, his right hand aglow with ecto energy, "Sneaking up on people all invisible, totally a peaceful move."

"Yeah, I admit it was bad form there," the figure said, "but how 'bout we laid down our arms and talk like rational people?"

To emphasize his point, he moved his right hand slowly down to a holster hidden by his coat. He pulled from it a revolver and carefully, never taking his eyeless gaze from the two teen ghosts, placed it at his feet.

"OK, I'm going to jump over there, and W.I.N.K here," he gestures down to his mechanical companion, "will hover over there," he says as he jerks his thumb behind him.

"Fine," Ember growled out, still pissed this weird cowboy had ruined her moment with Danny, "but if you try anything, you'll wish you were toast when I'm through with you."

"Noted," came the reply as the masked man readied for his jump. He leaped up, a flash of blue light shone from his feet. As gravity began to work its law upon him, blue light gathered again at his feet and he seemed to jump off of the air.

Danny and Ember watched as their mysterious visitor jumped down to them as if their were a series of platforms in the air between the rooftop and his robot companion. While Ember wasn't to concerned about his powers, brimming with power as she was, Danny was more wary. ' _He didn't set of_ _m_ _y ghost sense,_ _so he has to be human. But how is he doing that jumping thing. His boots don't look like their teched up. Unless…_ '

Memories of Freakshow's Ghost Control scepter and the Reality Gauntlet came to the forefront of his mind. Powerful items that could give normal humans ghost-like powers. ' _Could he have something like that. On his glove maybe?_ '

With a light thump, the man in white landed on the rooftop, adjusting his hat as he made his way towards the ghostly pair. He stopped about 10 feet from them and addressed them, "Alright, now I know we didn't get off to a good start, but, well, things are starting to look bad. Those sky sharks you fought off might only be the start."

That got Ember and Danny's attention, that swarm of flying sharks had been something only a long shoot on their part had dealt with.

"You know what those things were," Danny asked, before the deeper context of his statement came through, "Wait, you were there?"

Before either Danny or Ember could attack him, verbally or physically, he held his hands up again, "Whoa, hold your horses, I only got there at the end. Nice fire tornado, by the way."

Seeing the two teen relax slightly, he continued, "I was tracking them while they still were in their own dimension. Something let them cross over at your concert, something I guess you two had something to do with."

"Wait, dimension," Ember interrupted, "You mean the Ghost Zone?"

"No," the masked man said in a resigned tone, "I mean they came from another dimension, one that boarders the Ghost Zone and Human World, but doesn't normally interact with either."

"And you know about this how...whoever you are," Ember shot back, not really believing him, those sharks looked ghost-like no mater how weird they were.

"I work with people how have been studding this dimension, and its relation with both of ours, for the last century. And you can me the Gunslinger."

"Gunslinger," Ember scoffed, "what kind of weak ass codename is that? Was Cowboy to obvious?"

The Gunslinger looked a bit sheepish, well as sheepish as a man in a full mask could, "Yeah, I'm not used to the codename thing. Needed a secret identity and well, I use guns so, here we are."

"So you are just a human then," Danny said, "Then how'd you do that sky jumping thing?"

"I've got other secrets beside who I am," The Gunslinger said, his tone betraying the smile he wore behind his mask, before his tone turned serious," Look I'm not asking you to join me in some crusade. I'm just letting you know things might get weird, well weirder than they usually are around these parts, and it's better to have you in the know."

With that, he reached into his coat and pulled out what looked like a pocket watch. He threw it to Danny, how deftly caught it. "It's a communicator, in case I need to reach you."

"What, no Phantom signal," Danny joked as he opened the device. In place of a clock face was a black screen with a small blue dot softly pulsing.

The Gunslinger let out a peel of laughter, "Not really the Batman type. I'll be in contact if something pops up. Adios."

With that he jump back, a flash of blue trailing his feet. Several air jumps later he landed upon his mechanical partner and faded from view.

A few moment later Ember sighed, "He's gone," she reported, "Stupid weirdo, ruining our moment." And as if to compound her bad mood, she could make out the muffled sounds of two people rushing up the stairs a few floors below them. It didn't take her long to figure out who was heading their way.

"Looks like that's my cue to leave, Babypop," she said forlornly, "your sidekicks are on their way up."

Danny reached out and placed a hand on her shoulder. "You don't have to go. I can explain what's going on to them."

"I appreciate the effort, Babypop, but I'd rather not be anywhere near the Goth when she busts down that door. See you later and don't forget Saturday."

With a quick kiss, she flashed away in a torrent of flame, right as Sam and Tucker rushed out of the rooftop door, Fenton weapons at the ready. With a sigh, Danny prepped himself for the barrage of questions his friend were sure to fire at him.

* * *

"So let me get this straight," Tucker said through a mouthful of Nasty Burger, "Ember teleported you away from us to tell you she's dropping the mind control gig, then you have an impromptu meeting with some powered up cowboy riding a robot about some world ending threat you and Ember may have let in during your fight last night. If we didn't fight ghost capable of bending the laws of physics nearly everyday, I wouldn't believe you, man."

Danny slumped into the booth the three were seated at. It had taken him some time to convince them he hadn't been put under Ember's mental whammy, and they had retreated to Nasty Burger for conference . "Yeah, it's not like I have other things to take care off, like school and normal ghosts, now the world may be ending, again."

Sam had been quietly thinking over what Danny had told them as she picked at her salad. She didn't trust Ember at all and would be keeping track of her 'non-hypnosis' endeavors. There was also something about this Gunslinger that was striking an odd chord in her. She couldn't quite place the feeling, every time she tried, her thoughts slipped through grasp.

While Sam ruminated on evil rock queens and mysterious marksmen, Tucker was poking at the the pocket watch-like communicator. "It's got no buttons, dials. Maybe it's a touch screen?" He pressed on the screen, expecting the blue dot to do something. Nothing.

"Maybe I'm not supposed to mess with it," Danny surmised, "Maybe I'm just supposed to wait for a call."

"Or maybe you could take a poke inside, maybe it'll work if you do something ghost-like to it?"

"Bit of a stretch Tuck, but I'm game," Danny said as he brought a finger to the device, ready to phase into it. Only his finger made contact and didn't pass through the screen. Danny jammed his phased out finger against the thing, not causing any noise from the impact nor moving it an inch. He just couldn't pass through it.

"What is this thing made out of," he pondered out loud, "Sam, you got any ideas?"

Sam's head shot up from her quiet contemplation at the sudden inclusion to the conversation. Fighting the faint blush at being caught up in her won thoughts, she reach over to take the communication watch. As her fingers drew near, the blue dot at the center of the screen bean to grow, both in size and radiance, returning to normal as she withdrew.

The trio's eyes collectively widened at this development, with Tucker being the first to voice his observations. "What the hell was that?" For her part, Sam only stared at her hand. A strange sensation had tickled her hand as it had hovered over the watch, one that seemed to call out to her. Before she could give into that call, Danny closed the watch and palmed it.

"Well that's one more weird thing to add to today's list. I'm gonna head home, see you guys later." Danny reached for his bag and on a whim, phased his hand and the watch into the bag. Withdrawing his empty hand, he thought, ' _I can't phase through it, but I can phase with it, what kind of thing is this?_ '

Sam and Tucker watched as Danny left them, looks of confusion etched upon their faces. "Well that was a bit..." Tucker started.

"Weird," Sam finished, more worry for her friend pooling in her gut.

* * *

Danny flew into his room, the noise from the lab ensuring his parents wouldn't find it odd he was home without using the front door. As he plopped down on his bed, the days events played for his mind's eye. The fragments of the dream he had awoken from, the normal school day, Ember, the kiss, the Gunslinger ruining that and his abrupt departure from his friends.

Danny's eyebrow crinkled in confusion. ' _Why did I want to leave all of a sudden. The watch glowed when Sam got near it and I just wanted to leave. Almost like...Mind control!_ '

Danny shot up and pulled the watch out of the bag. If this thing could control him in some fashion, then he'd have to get rid of it. No sooner than he thought it, then did another thought enter his mind, ' _But if the Gunslinger's right, I'll need to keep thi…_ '

Danny pushed that thought back. Having dealt with Freakshow's and Ember's mind control before, he could feel the suggestion try to take hold and knew it wasn't his own thought. Knowing you were about to be made a mind puppet made it easier to fight the control.

' _If this thing can make me want to keep it safe and sound what else could it make me do,_ ' Danny thought wit a bit of anger. Before any plan on how to deal with the watch, or how to find the Gunslinger, the watch began beep, before a voice sounded from it.

"Calling Phantom, come in Phantom," The Gunslinger's frantic voice came though the communication device, along with the sound of energy blasts. "I need your help at the corner of Venkman and Ramis. I've got spiders crawling everywhere."

For a moment Danny was torn between being the hero he was and letting the Gunslinger take on these spiders alone over the whole mind control thing. The hero won out in the end.

Picking up the device, he spoke into it, "On my way," before turning into his ghost form and taking off.

* * *

 **Hey look another cliffhanger, maybe I have a problem. Being honest here, I'm not too sure how well this chapter came out, so any input would be appreciated. Speaking of input, I need to figure what what bands Ember would like. If you have any ideas, leave them in a review. Have a nice day.**


	4. Ju Ju Magic

**Hello again! Here we are with chapter 4. Hope you enjoy!**

* * *

Bullets of bright blue blasted from barrels of burnished silver, blindsiding the bulbous bodies of burgundy arachnids as they tried to attack the Gunslinger and his trusted companion W.I.N.K. The mask and hat wearing marksman held his twin revolvers tight as the swarm of extra-dimensional spiders, the smallest the size of a well-fed house cat, continued to advance, mostly ignoring his well placed shots.

Under his mask, sweat dripped down the face of Rex Marksley. The young man had never seen or heard of such a large incursion of the beings from what some of his predecessors called the Red Matter Universe. ' _Boy am I glad I broke protocol and brought Phantom in._ _Wish I could've done with without the mask or codename,_ _but Miss Morreo would_ _be havin' Texmex for dinner if I revealed myself._ '

With a flash of blue, Rex jump back from the approaching arthropods, his leap greater than any normal human could achieve. With greater distance between him and the swarm, he took stock. ' _My shots aren't having_ _much of an impact._ _Which means…_ '

"W.I.N.K., scan these spiders. I think they're getting a power boost from...somewhere."

"Commencing scan," the hovering robot replied, "I should report that during my scan, I will be unable to assist you in combat."

"10-4," Rex said as he brought his pistols to bare, "Phantom better not take the scenic route. Better bring out the big guns."

Blue energy surrounded his guns as he aimed at the spiders nearest his position, "How bout, 5 shots rapid?" Five bullets of blinding blue shot form each revolver, striking the two nearest bugs. The rapid five-fold attack did the trick as the two lead spiders were propelled back, before disintegrating into red dust.

Smirking under his mask, Rex continued his rapid fired assault, taking out several of the smaller spiders. However, his smile faded as after the quick felling of a dozen spiders, the remaining spiders glowed a harsh red and grew in size.

"Well, that's not good," he bemoaned, before having to jump away from a now desk sized spider. The spider was quick to adapt, spraying a noxious pale red liquid from its maw after the retreating hero. Rex double jumped to avoid the spray, the blue light trail barely fading before the red liquid fell upon the ground. The sizzling sound and scent of melting asphalt betrayed the acidic nature of the fluid.

"W.I.N.K., anytime you've got some news, I'm all ears," Rex shouted to his floating partner, ricocheting though the air to avoid several streams of acid. The hover bot, however, remained silent as it swiveled around, its optic lens sweeping as it scanned the now larger spiders.

"I think you're do for a tune up, ol' buddy," Rex said through gnashed teeth as he fired several shots down at the swarm as he zipped about. His attacks had no effect, as the spiders weren't slowed as they followed Rex's sky jumps, firing salvos of crimson acid up at him, with ever increasing accuracy.

Rex jumped higher, making his way to the still scanning W.I.N.K.. landing on the automaton's observation platform. Catching his breath, Rex went over his options, "OK, guns ain't cutting it anymore, and those varmints are getting bigger and smarter. If they keep this up, Phantom's goin' to need to bring a mop to clean me up." The only bright spot of this whole mess was the lack of bystanders. "At least Red Matter's good at one thing, keeping people away."

Rex's eyes widened as an idea formed. He looked at his left hand, and more importantly the glove upon it. Unlike its right counterpart, it was covered in various bits of copper and silver, arranged in a specific fashion. Numerous symbols and arcing lines were etched into every inch, forming an intricate web.

Rex looked upon the glove with both hope and apprehension. He had yet to use it in anything more than a controlled, lab setting. Jumping straight into furious combat with an untested weapon could spell disaster, but the clicking of the spider's below, and of those climbing the walls of buildings to get a better shot forced his hand.

Holstering his left pistol, Rex turned a knob on the inside part of the glove, where his wrist below his thumb. A blue light shone from the knob and crackling azure energy surrounded the glove. Rex flexed his hand, testing his control. He willed the energy to surge and ebb and satisfied with it, turned to where some spiders had taken a rooftop.

"Alright, time to bring thunder," Rex said, before shaking his head, "Man, that was a terrible line."

He leaped from W.I.N.K., pulling back from the spider infested roof, as he thrust his left arm outward. Blue lightning shot from his outstretched hand, racing towards the arachnids. The strike hit before they could react, hitting the nearest spider, a large one the size of a shopping cart, before arcing to every other spider near it.

A chorus of hisses and pops came from the roof top as Rex changed course, firing another lighting blast at another roof dwelling group, felling this second group. As Rex scanned below for another large grouping to smite, the scent of burning leather reached his nose. His looked to his glove to see the area around the metal adornments seared black, thin wisps of smoke curling from the charred leather.

' _Well that didn't last long. I reckon I've got a few shot left before the glove breaks down too much to stabilize the Blue Matter flow. Gonna have to make those last shots count._ '

Momentarily distracted by his degrading focus, Rex didn't notice a small spider with extremely long legs leap from the side of a building. With acidic venom dripping from its maw, the spider was mere inches from Rex's back when a ray of green ecto energy blindsided it, sending it crashing into another building.

* * *

Danny surveyed the urban battlefield. About three dozen red spiders skittered about, some on the ground, others scaling walls to reach rooftops. He sighed in relief that there seemed to be no one else around.

"Well ain't you a sight for sore eyes, Phantom," came the voice of the Gunslinger, as he preformed a sort of hopping motion to keep himself aloft.

Danny glared at him, his anger over the mind control he suspected he was victim of had not faded from his thoughts. "Look, here's the deal. We're going to deal with these spiders then we're gonna have a nice chat about mind controlling pocket watches."

With that Danny flew down at the swarm, ecto blasts raining upon the ravenous red horde. The hail of green made their marks, several bursting into clouds of red. Embolden by his early success, Danny continued his fast pace air raid, not noticing that his attacks were no long having much of an effect.

One of the jumping spiders, its form somewhat hidden by the red brick building it had scaled, waited. As Danny flew near, it leaped, ready to skin it's acid drenched fangs into the ghost hero. A peal of lighting rang out to intercept, sending the deadly missile away.

"And that makes us even, Phantom," the Gunslinger said, lightning glove and pistol glowing at the ready, "but what did you mean about 'mind controlling pocket watch?'"

Danny turned to face the white clad gun fighter, "Oh I don't know, how about that communicator you gave me glowed blue and for some reason I had an unusual desire to go home? Ring any bells?"

The Gunslinger was silent for a moment before he spat out a curse, "That conniving witch. Look Phantom I didn't whip up any hypnotizing mojo. Hell, I wasn't even supposed to make contact with you. Guess my boss figured I'd break protocol and took out an insurance measure."

The conversation was broken as the two dodged a series of acid lobs, both returning to the offensive with waves of green and blue. The two heroes moved in tandem, Danny's flight outpacing the Gunslinger's air jumps, circuiting the spider infested city scape. The Gunslinger picked up the pace, drawing closer to Danny to continue their conversation.

"Wait, Phantom, you said the communicator glowed blue. How'd that happen," the Gunslinger questioned as his pistol pulled an impression of a machine gun, firing a stream of blue bullets at an oversized arachnid.

Danny's response was delayed as he launched a ray of icy radiance towards a rooftop to freeze a group of acid launchers, "One of my, team, reach for it. The blue dot on the screen got bigger and brighter. It's not going to explode or anything?"

"No it's not," came the response, after a long pause. Danny didn't have time to ponder on that pause as another acid flood came their way, forcing the two to dodge.

During the dodge, several spiders leaped from various rooftops, crackling red energy sparking as the copied the sky jump maneuver. Before the now aerial spiders could capitalize on their increased mobility, streaks of blue came from above, knocking them down.

W.I.N.K. descended from his lofty observation point, it's arms aglow with potential attacks. "Sir, I have completed my scan of the spiders. Your hypothesis was sound, they are receiving a constant stream of Red Matter energy, however I am unable to ascertain the source. I also noted they are able to transfer energy between them."

The Gunslinger turned to address his robot "Any input on how they're coping my moves?"

"Negative sir, nothing in my analysis points to how such an ability functions."

"Any of this going to help us," Danny questioned, shooting down several spiders trying to approach.

"Give me a minute, I'll think of something," The Gunslinger replied, already mulling over the new information.

* * *

As the unlikely trio continued to repel the skyward spiders, Rex pulled together every bit of info he knew about the swarm. ' _They're getting extra power from somewhere, get stronger the less there are to share that energy, and they can adapt themselves to better fight us._ '

The scent of charred leather again permeated his nose again as he fired a lightning strike, the scent stronger now as the glove took more recoil. ' _Wait,_ ' he thought, an idea taking shape, ' _They're inter-connected._ _If I could use that energy flow against them…_ '

"W.I.N.K., I'm gonna need to cover fire. Phantom, think you could freeze one of the smaller ones and give it to me?"

Danny blinked, confused by the sudden turn in events, "Um, sure _,_ but how's that gonna help us?"

Rex couldn't help but to smile under his mask, "I'm gonna turn their energy link up back on them."

With a nod of understanding, Danny shot down, scanning the swarm for a small spider. Upon finding one, he fired down a blast of cold energy, maintaining the ray of cold to encase the spider in a chunk of ice several inches thick.

With deft swiftness, Danny swooped up the spider and rushed back to Rex and W.I.N.K., the latter firing constant blasts to repulse the swarming arachnids.

Rex stood on a rooftop, the spiders that had resided upon it not a series of smoldering ash piles.

"One spider-sicle, as ordered," Danny said as he threw Rex the frozen bug.

Rex nodded as he caught it, placing it on the ground as he drew a piece of chalk from his coat, inscribing a circle.

"Congratulations, Phantom," he said, frozen spider resting in his left hand, gun in the right, "you're about to get a front row seat to see some genuine Spectral Alchemy."

He touched the tip of his gun to the edge of the circle, a spark of blue leaping from the pistol. For a brief second, the chalk glowed the same blue. Rex stoop up and held aloft the spider, blue lightning surrounding the glove and ice.

Rex's face as contorted in concentration, as he willed every last bit of power he could muster form the Blue Matter gem affixed to his glove into surrounding the spider, holding it ready to flow into it and in turn every spider it was connected to.

Reaching the limit of his control, Rex lifted his right arm, until the gun was just about to pass over the chalk line. With a roar of exertion, he pushed through that line, breaking the barrier that isolated him from the outside world, and willed the surge of blue electricity into the spider.

The held spider was consumed by the violent storm, and every one of its siblings lit up with arching lightning, sending them into a jerking fit. With a violent pop, the spider in Rex's hand burst into red dust, the remaining lightning pulsing outward. Rex was knocked down by the blast, but smiled as he heard similar popping around as the swarm fell to his spell.

' _Pity 'bout my glove though,_ ' he thought as he regarded the now almost black leather. An extended hand entered his gaze and he took hold, raising to his feet.

"Thanks, Phantom. You like the light show?"

"Yeah. Just one question: What the hell was that," Danny replied, his head bouncing back and forth from the ruined glove and the piles of charred spiders.

Rex chuckled, riding high the victory though tiredness still seeped into his voice, "I blew up one and used their energy like to spread the destruction to all off them. That much power flowing through them locked them out of their link-up so they couldn't even try to ride out the storm."

Danny frowned, "I meant about what you said. What's Spectral Alchemy?"

"Well, you already know too much so it can't hurt.," Rex remarked, "Spectral Alchemy is..."

"Sir, I am picking up two more areas of high Red Matter activity," W.I.N.K. interrupted as he projected a holographic map of Amity Park, two red dots standing out against the pale blue, "The smaller of the two is at Dresden Park, the larger is along Marcone Ave."

Rex let out a sigh, "No rest for the wicked, huh, Phantom." He surveyed the map. "I'll take the bigger one. The ones in the park should be small enough for you to freeze them. I noticed the one you gave me was losing power trying to break out. Meet up with us wen you're done."

Danny nodded after a beat of hesitation, and took of towards Dresden Park.

Rex stepped onto W.I.N.K.'s platform, taking off his ruined glove. "Already buddy, one more extermination to get to."

* * *

Several spiders scuttled down the street of the well to do neighborhood, in pursuit of a girl in dark attire. Sam Manson ran, an activity she had become accustomed to after her best friend had gained ghost powers. She turned and fired upon the nearest spider with the Fenton Wrist Rays, to no avail.

"What kind of overpowered ghosts are these," she questioned as she continued to flee. She would have called for aid, had her phone not had been doused in the acid these spiders secreted.

A dark figure passed over Sam, causing her to look up. The from that passed over her was a dark blur, with a trail of red sparks following it. It landed with a dull thud, blocking Sam's path. It turned to fase Sam.

The closest think Sam could equate the figure with was a centaur, though where that was a horse, this was a spider. The abdomen and thorax were of a black chitin, with cracks emitting a lurid red light along at irregular intervals. The human-like body that continued from the spider half was a pale red in skin tone, bare save for what amounted to a chitin bra conserving the being's modesty.

Her head was bald and bulbous, with ten eyes, two where a human's was and four around each eye, one above, one below and two to the side. A fanged mouth sat under those eyes, barred in a hungry grin.

"We are not ghosts, foolish human," she spoke, her voice raspy like glass on a chalkboard., "We are better."

If Sam felt any shock at being addressed by the monster, she didn't show it. Instead she fired both Wrist Rays at the spider lady's chest. The twin blasts hit, but the creature didn't budge. She stood unfazed, that unsettling smile not fading one bit.

Sam took a step back at seeing her attack take no effect.

In a blur of speed, the spider woman shot forward, grabbing Sam by the throat and holding her aloft. The monster looked at her the way a child might a new animal it had encountered. "How such a flimsy thing could thrive is beyond me. No unique powers, no think hide, or claws or teeth. How easy it is to just squeeze the life from you."

And she did squeeze. Sam felt her airway close as she struggled to pry red fingers from her throat. She could feel her blood pumping in her ears, the sound drowning out everything else. Everything began to grow dark, as her lungs burned. As she began to fade, she saw a thread before her, a single thin thing of red.

She reached for that thread as if it was a lifeline. Her hands clasped down upon it and a surge of a power shot through her. Her eyes burned a vibrant red, drawing a gasp from the spider woman. The power burned as it traveled through her and for a single moment, every fiber of her being wanted just one thing:

' _ **GET AWAY FROM ME!**_ '

The power rushed out of her, a wave of pure force crashed into the spider monster. Between the shock of seeing her prey suddenly display the kind of power she taunter her about not a few minuets before and the suddenness of the attack, she was knocked back, her eight legs flying about in the air.

Sam fell, the impact somehow lessened by the remaining power infusing her body. Sweet air filled her lungs as her lungs heaved to restore her oxygen levels. Before she could process what had happened, the sound of skittering legs reached her ears.

The spiders, who had been waiting in silence, surged forth. Whatever power had allowed her to escape suffocation had left her, and she felt unbearably drained. A new sound filled her ears, a sort of buzzing that sounded like a ghost energy blasts. She looked to see who had arrived and was shocked to see a great metal sphere with several arm-like appendages lit up in blue.

A soft thud behind her signaled another presence. She turned her head, her neck screaming in protest, to see a tall figure in white, twin pistols drawn. "Well," The Gunslinger said, "looks like we got here just in time."

* * *

 **Looks like things are heating up. Thank you for reading and leave a review if you feel so inclined.**


	5. Starlight, Starshine

**Inspiration came back! Yea!**

* * *

Rex had seen many strange things in his line of work; demonic trains on a course to hell, vampiric shades hungry for souls, a dimension filled with nothing but cheese sandwiches. But never had he seen a normal, one hundred percent human access the mysterious and dangerous Red Matter Energy, on _pure instinct_ no less, without being immediately twisted by its dark nature. And yet, the girl collapsed on the sidewalk in front of him had, adding another level of weird to his latest mission.

But now was not the time to questions, he had an infestation to deal with.

"W.I.N.K.," he barked out, "shields up."

The hovering bot sounded a beep in affirmation as it took up a position above the two humans. A flash of pale blue shot from an outstretched, skyward arm, the energy taking the shape of a dome. A moment latter, a series of impacts struck the construct; the spiders had recovered from their entering salvo.

Rex had only a few minuets, at best, before W.I.N.K.'s shield failed under the assault. He holstered his guns and knelt down, "Look," he addressed Sam, who struggled to keep her eyes on his masked face, "I know you probably got a lot of questions about what's going on, I know I would, but right now I need you to trust me. I'm going to put you on W.I.N.K. here and he's going to get you out of here. After all this is over, I'll answer any questions ya got 'bout this. OK?"

Sam nodded, the movement slow and stiff. Rex slowly moved to pick her up, his movements steady, until he stood, with Sam in his arms, bridal-style. He tilted his head towards hers and said, "This might be a bit jarring, sorry."

Even if Sam could have replied, she wouldn't have had the chance as Rex bent at the knees, and with a blue flash, jumped towards W.I.N.K. They landed with a soft thud on the hoverbot's platform, and Rex set Sam down softly.

"Sorry he's not too comfortable," Rex said, "He's gonna jet out of here pretty quick so I'm going to make sure you're buckled in nice and safe like."

Rex reached into his coat and drew out a blue glowing gem affixed to a short chain. He held the chain in his right hand, the gem left dangling above Sam. After a moment, the glowing grew in intensity as a gentle pressure wrapped around Sam, holding her to the platform under her and encouraging her to sleep.

Standing back up, Rex redrew his pistols, his grip on them tight. "W.I.N.K. keep her safe and if I don't make it out of this, get her to Phantom."

"Affirmative," W.I.N.K. replied.

Rex drew in a breath, reaching out his mind to the Blue Matter embedded in his footwear. ' _Gotta make these jumps count. The further I go, the safer Sam'll be._ '

Rex jumped, a tail of blue light followed his enhanced ascent. As he passed through the shield, he spun slowly, taking in the army of monster spiders that assailed them. With swiftness not entirely his own, Rex shot at the fiendish arthropods, striking several before pushing off against the air, moving away from W.I.N.K. The spiders, true to their instincts, made to pursue.

Rex caught sight of W.I.N.K.'s shield fall, the loyal robot drawing away from the battle with his incapacitated passenger. He keep his barrage of fire, the spiders falling before his blue fury as he zipped through the air.

' _Now where'd that spider lady scurry off to_ , _'_ Rex thought as he scanned the area. The hoard of spiders kept up their assault, throwing themselves at him, only to get blasted back. ' _They're getting weaker,_ ' Rex noted, ' _they're slower and less coordinated. Maybe Shelob scampered off to lick her wounds. '_

A horrendous shrieking broke Rex from his contemplation. All around him, on the street, scaling the building walls, atop the roofs, the spiders cried out; the ear melting sound echoing in the empty street. The screaming ended as the spiders dissolved, crumbling into red dust.

Rex landed, holstering one of his guns to examine the dusted spiders. The dust he gatherer in his gloved hand no longer carried Red Matter energy and the remains were already beginning to slip back into their native dimension. ' _Guess I won't be getting any samples for Miss Morreo._ '

The sound of displaced air was Rex's only warning before a bolt of lurid red crashed into his back, throwing him several yards down the empty road, knocking his pistol from his hand. As he slowly returned to his feet the air rippled as the spider lady became visible, her eight-legged advance menacingly slow.

"Guess I deserved that," Rex said as he drew his holstered gun, his eyes moving from his arachnid-like foe to his gun lying on the ground, "Nice trick, by the way, that whole invisibility thing. Though you guy didn't like being compared to ghosts?"

Of all the things Rex thought his taunting would draw out of his enemy, a laugh was not one of them. The sickly rasp grated against his ears and he found he missed the hissing of the spiders.

"Silly human," the spider lady said, her voice no less painful speaking than laughing, "did you truly think a taunt would make me lash out like some mindless beast?"

Rex gave a shoulder shrug, "It was worth a try. And since you feel like chatting, maybe we can just talk like rational people and not try to kill each other?"

The spider lady's eyes glowed with malice as her fanged mouth formed a twisted smile, "Oh no, sweet hunter. I'm going to quite enjoy ripping into you. And then I'm going to find that girl, she'll make for some good fun."

"Is that so," Rex said quietly, his grip on his pistol tightening. ' _No way I can take her on with one gun. Hell, two_ _might not be enough. OK cowboy, think. It's just the two of us. No W.I.N.K., no spiders, no Phantom…_ '

Rex's eyes widened in realization. ' _If she's the reason all the spiders here turned to dust, then maybe the all the spiders in town are gone and Phantom's headed here. OK I can work with that._ '

Rex began to draw upon the reserves of Blue Matter sewn into his attire, the energy flowing into his body like a flood. His fatigue fell away sharply, every muscle ready to act. He kept his eyes his arachnoid foe, crackling Red Matter energy surging around her in his enhanced vision. It was now or never.

In a blur of motion, Rex darted forward, arcs of Blue Matter energy flying off him, gun blazing. The spider queen, not taken aback by her human adversary's increase in speed, fired her own attack as she moved away form the gunfire; arcs of red light shot from her hands, the crimson storm racing towards Rex.

With a sharp turn Rex dodged the lurid current, free hand grabbing a gadget from inside his coat. He leaped up, weaving between shots of red lightning and crimson acid conjured by his foe, keeping up his single barrel barrage. In his palm was a disk of copper, strange symbols carved into it and a pearl of Blue Matter at the center.

With a flick of his wrist, Rex throws the disk straight at the spider's bulbous head, gun spraying azure blasts to keep her off balance. The spider queen smirked at the attack, before vanishing in a blur of red tinted speed, the disk passing through where her head had been and landing upon the pavement beyond.

Before Rex could react, the spider reappeared behind him, hand bright with deadly red. Pain lanced through him as the bolt of scarlet slammed into his back, throwing him the ground below. He landed hard, momentum carrying him several feet until a pointed leg jammed into his chest stopping him.

Rex gazed up at his captor, breath ragged. The attack and subsequent improve as a tumbleweed would have done some real damage had he not been pumped up on Blue Matter, but he was running on borrowed time. His supercharged body had burned up a lot of that energy keeping him from being paste on the sidewalk and he could feel his limbs growing heavy as the backlash drew closer.

A dry raspy chuckle pulled him from contemplating his impending crash. "What were you hoping for with that pathetic display," she questioned in a mocking tone, "That I would strike your disk and set it off. Do you think us so base that we don't know of explosives?" Her leg jammed harder into his chest, prodding him to respond.

"Was kinda hopping you would," Rex said, trying to steady his breathing, "Had a whole plan and everything."

The spider lady's red eyes were alight with sadistic glee as they bored into her masked prey's face. She leaned down, hand reaching to remove the mask, to see the look of horror and pain in her prey's eyes as she snuffed him out. With her attention on his face, she didn't see his hands press hard into the road, or the faint blue glow at the contact of glove and concrete.

Her crimson glowing fingertips had begun to dig into the cool surface of the mask when Rex whispered, "Guess I'll have to go with plan B."

A current of blue shot out from Rex's hand; it raced to the copper disk, lighting up the center pearl and mystic script. The disk launched up from its prone position, glowing brighter every foot it rose. Ten feet above the ground it stopped, burning bright, and gravity changed.

Everything suddenly lurched towards the disk. The spider queen's red eyes, all eight, widened as her footing was ripped away by the rapid change in the local gravity and she flew into the growing mass of debris, taking with her the white mask. Rex grimaced as he held himself on the sidewalk, only his hands kept him from joining his foe in the growing mass. A mass that now had to have his pistols in it.

An idea popped into his head. ' _Sure is a pain to lose both, but that's better than being on the menu,_ ' Rex though as he stretched his mind to his silver guns. He felt both, a pair of burning stars in the dark, and he _pushed_. Within the swirling mass of rubble, his twin pistols burst, all the power they held let loose in one moment.

The spider queen screamed a horrible, ear wrenching cry as the brilliant azure explosion consumed her. Rex held on, eying the new star he had ignited, the gravity disk preventing the explosion from expanding. ' _If that disk burns out first, I'm gonna be deader than a doornail,_ ' he thought, ' _still, quite a view, if I do say so myself._ '

Rex began to feel the pull of the gravity disk weaken and closed his eyes, waiting for the impending crash of heat to wash over him. Even with his eyes closed, the light shone bright. And then it began to wane. Rex cracked an eye open and his heart leaped as he saw the star grow dim.

A manic grin spread like wildfire on Rex's face and he gave a loud, if tired whooping cry. "Oh yeah, go star, burn! Ha!," he yelled as the street grew darker and gravity's pull went downwards. And then the street was dark. Rex blinked as he was once more held by Earth's gravity well, the dull thud of the spider queen's body hitting the ground reached his ears a moment later.

With great effort, Rex pulled himself up, managing to sit against a building. He eyed the smoldering corpse of his foe; trails of red leaving her fallen form flicking in and out of his vision. Rex blinked hard, his Blue Matter enhanced eyes were faltering and soon his body would become a useless lump.

He raised his left hand to his face, working to keep it steady. Ignoring the scent of burned leather, he managed to croak out, "W.I.N.K., you read me?"

A moment later a response came, "Affirmative, sir. I have relocated to a safe distance and have been monitoring the battle. Red Matter levels have dropped to near zero. I take it you have been victorious?"

"Yeah, I'm still in one piece, more or less. Head over here, I'm gonna need a lift home."

"En route, sir."

The communication line went silent as Rex took a moment to collect himself. All his Blue Matter was burnt up, his glove was toast and his guns were less than slag. "Oh and I lost my mask, great," he muttered as he rubbed his eyes, "Better call Phantom, no way I can get his friend home feeling like twenty miles of bad road."

He was about to toggle his comm to call Phantom when the ghost himself flew overhead, landing next to him, a look of concern and confusion gracing his face.

"Looks like you got the worse end of the deal here," Phantom said, now looking at the pile of ash that had been the spider lady, "Was that who you were fighting?"

"Yeah," Rex said, "She was a tough one. Boss of all the little one. Had to blow up my guns to take her out."  
"Remind me to not get on your bad side," Phantom joked, drawing a tired chuckle from Rex.

"Good thing we're both the hero type then," Rex remarked, "We do have a small problem though."

"What, more of these weird red monsters?"

"No, when I got here someone was being attacked. Had W.I.N.K. take her away, keep her safe."

W.I.N.K. chose that moment to make his reappearance, dropping his invisibility and revealing his cargo to Phantom.

"Sam," he cried out, rushing over to his fallen friend, eyes alight with worry, "What happened to her."

"Red Matter's not something anybody wants them. Does some really bad stuff to ya. The lady here, Sam right, got a pretty bad dose. She's fine don't worry, gave her something to counter it. She just sleeping, be right as rain when wakes up."

Phantom relaxed a bit, knowing his friend would be OK. "Thanks for saving Sam," he said as he gingerly picked her up, "Guess we'll have to have our chat on what the hell is going in later huh."

"Yeah, not the best time," Rex muttered as he slowly pulled himself up, "Hey, Phantom, if you see me out of uniform, pretend you don't know me, aright?"

"Keep mine and I'll keep yours," came the ghost teen's reply, already floating, ready to take his friend home, "You gonna be OK?"

"I'll be out of it for a while, but I'll be fine. Keep your watch handy and peel your eyes for any out of the ordinary weirdness."

With his peace said, Rex hauled himself onto W.I.N.K., laying on the platform as his robot companion began to fly home. He had a lot to deal with, but now every cell in his body wanted sleep and he was inclined to agree.

* * *

 **Yeah, I'm back. I really can't write battle scenes in a timely fashion. Next update should have less battles so it should come soon rather than later, fingers crossed. Bye.**


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